SNC-LAVALIN GROUP INC. MANAGEMENT PROXY CIRCULAR and Notice of Annual Meeting of Shareholders March 26, 2012
SNC-LAVALIN GROUP INC. MANAGEMENT PROXY CIRCULAR and Notice of Annual Meeting of Shareholders March 26, 2012 SNC-LAVALIN GROUP INC. NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To the shareholders of SNC-Lavalin Group Inc. (the “Corporation”): NOTICE IS HEREBY GIVEN THAT the annual meeting of the shareholders (the “Meeting”) of the Corporation will be held in the East Ballroom on the 4th floor of the Toronto Board of Trade, located at First Canadian Place, 77 Adelaide Street West, Toronto (Ontario), Canada M5H 1P9, on Thursday, May 3, 2012, commencing at 11:00 a.m., Eastern Daylight Time, for the following purposes: 1. to receive and consider the report of the directors of the Corporation (the “Directors”) to the shareholders, the consolidated financial statements of the Corporation for the year ended December 31, 2011 and the auditor’s report thereon; 2. to elect the Directors for the ensuing year; 3. to appoint the auditor for the ensuing year; 4. to consider and, if deemed appropriate, to adopt a resolution (the full text of which is reproduced in Schedule “C” to the accompanying Management Proxy Circular) providing for a non-binding advisory vote on the Corporation’s approach to executive compensation (Say on Pay vote); and 5. to transact such other business as may properly be brought before the Meeting or any adjournment thereof. Registration of shareholders will begin at 10:30 a.m. We would appreciate your early arrival and registration so that the Meeting may start promptly at 11:00 a.m. Montreal, Quebec, March 26, 2012. BY ORDER OF THE BOARD OF DIRECTORS ARDEN R.
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